Corporate Governance

The Directors support high standards of corporate governance and confirm that they intend that the Company will comply with the UK Corporate Governance Code as published by the Financial Reporting Council insofar as practicable given the Company’s size and nature. To this end, the Board has an audit committee, a remuneration committee and a nomination committee. Each committee is chaired by Sir Laurence Magnus and consists of each of the non-executive Directors.

The audit committee will meet at least twice each year and whenever there is business to discuss. The audit committee is responsible for ensuring that the financial performance of the Group is properly monitored, controlled and reported on. It will also meet the auditors without executive Board members being present and review reports from the auditors relating to accounts and internal control systems.

The remuneration committee will meet at such time as the Chairman of the committee shall require. The remuneration committee reviews the performance of executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of Shareholders. In determining the remuneration of executive Directors, the remuneration committee seeks to enable the Company to attract and retain executives of the highest calibre. The remuneration committee also makes recommendations to the full Board concerning the allocation of share options to employees. No Director is permitted to participate in discussions or decisions concerning his own remuneration.

The nomination committee will meet at least twice each year and whenever there is business to discuss. The nomination committee considers appointments to the Board and is responsible for nominating candidates to fill Board vacancies and for making recommendations on Board composition.